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NASDAQ: FRMI Fermi Inc. 8-K

Fermi reports $189M Q1 loss, secures $785M equipment financing and 2+ GW power capacity

Filed May 14, 2026 · Period ending May 14, 2026 · ~2 min read

5 key changes 3 high relevance 3 sections

Key Changes

  • high

    Secured $785M in new equipment financing (including $500M from MUFG) and $156M Yorkville commitment; repaid Macquarie Term Loan in full, ending quarter with $243M cash and $421M debt.

    Item 2.02 — Results of Operations and Financial Condition verify on EDGAR →
  • high

    Secured 2+ GW power generation across owned/contracted assets; obtained ~6 GW Clean Air Permit (second-largest in U.S.) and filed for additional ~5 GW permit toward 17 GW target.

    Item 2.02 — Results of Operations and Financial Condition verify on EDGAR →
  • high

    Q1 net loss of $189M ($0.30/share) driven by $134M non-cash share-based comp and $25M Macquarie loan extinguishment loss; invested $441M in PP&E, bringing gross balance to ~$1.4B.

    Item 2.02 — Results of Operations and Financial Condition verify on EDGAR →
  • medium

    Board expanded from 5 to 7 directors with Marius Haas as Chairman; Robert Masson joined as Interim CFO; Heidrick & Struggles engaged for CEO search as part of 'Fermi 2.0' transition.

    Item 2.02 — Results of Operations and Financial Condition verify on EDGAR →
  • medium

    Project Matador construction progress: completed ~5 miles gas lines, 11+ miles fencing, 7+ miles water lines; both transmission systems connected; first six Siemens turbines arrived.

    Item 2.02 — Results of Operations and Financial Condition verify on EDGAR →

Summary

Fermi disclosed Q1 2026 results showing a $189 million net loss driven primarily by $134 million in non-cash share-based compensation and a $25 million loss on early debt repayment. The company invested heavily in infrastructure ($441 million in PP&E) while securing $785 million in new equipment financing from MUFG and others, plus a $156 million Yorkville commitment.

After fully repaying the Macquarie Term Loan, Fermi ended the quarter with $243 million in cash and $421 million in debt. The operational progress is substantial: Fermi secured over 2 GW of power generation capacity and obtained a ~6 GW Clean Air Permit (the second-largest in the U.S.), with an application filed for an additional ~5 GW permit supporting build-out toward 17 GW.

The company disclosed a detailed ramp schedule targeting 1.5 GW cumulative capacity by end-2027, contingent on binding tenant agreements. Management stated it expects to sign its first binding tenant agreement soon and is actively engaging with potential tenants. Governance changes signal a transition from startup to scaled public company: the Board expanded from five to seven directors, Marius Haas became Chairman, Robert Masson joined as Interim CFO, and the company engaged Heidrick & Struggles to search for a new CEO. Management identified securing adequate capital for liquidity needs, obtaining DOE Energy Dominance Financing approval, and ensuring REIT compliance as key priorities. Retail holders should watch for the first binding tenant agreement and CEO appointment as milestones in the company's execution against its 2026-2027 power delivery timeline.

Section-by-Section Diff

Event · Item 2.02 — Results of Operations and Financial Condition

~200 words

Fermi Inc. announced Q1 2026 financial results via earnings release and investor presentation, with conference call scheduled for May 14, 2026.

1 Added
Added Q1 2026 earnings announcement high

Added in current filing · verify on EDGAR →

On May 14, 2026, Fermi Inc. (the “Company”) issued its earnings release announcing its financial results for the three months ended March 31, 2026.

Fermi Inc. disclosed its financial results for the first quarter ended March 31, 2026 through an earnings release. The 8-K does not include the actual financial figures in the body text; those details are contained in the attached exhibits (99.1 earnings release and 99.2 investor presentation). A conference call is scheduled for May 14, 2026 at 8:00 am CT / 9:00 am ET to discuss the results.

Event · Exhibit 99.1

Fermi Inc. reports Q1 2026 results: $189M net loss, $785M new equipment financing secured, 2+ GW power generation secured, ~6 GW permit obtained.

1 Added
Added Project Matador construction milestones medium

Added in current filing · view on EDGAR →

Completed nearly 5 miles of natural gas lines, more than 11 miles of perimeter fencing, and over 7 miles of on-site water distribution lines. ... Both transmission systems were connected, which will deliver power upon grid interconnection later this year. ... The first six Siemens SGT-800 gas turbines arrived in the Port of Houston and cleared customs.

Fermi reported construction progress at its Project Matador campus in Carson County, Texas. The company completed nearly 5 miles of natural gas lines, more than 11 miles of perimeter fencing, and over 7 miles of on-site water distribution lines. Both transmission systems were connected and will deliver power upon grid interconnection later in 2026. The first six Siemens SGT-800 gas turbines arrived at the Port of Houston and cleared customs.

Event · Exhibit 99.2

Fermi Inc. disclosed Q1 2026 results, leadership changes, and progress on its 7,500+ acre advanced energy campus targeting 1.5 GW power by end-2027.

5 Added
Added Leadership restructuring and governance changes high

Added in current filing · view on EDGAR →

Enhanced Governance Strengthened Board from 5 to 7 members Active search to hire next CEO Establish new HQ in Dallas, Texas

The company expanded its Board from 5 to 7 members, is actively searching for a new CEO, and is establishing a new headquarters in Dallas, Texas. Anna Bofa and Jacobo Ortiz were named Co-Presidents and Office of the CEO, with Bofa joining from technology companies including Google, Dropbox, Pinterest, and Meta, and Ortiz previously serving as Fermi Chief Operating Officer. These governance changes signal a leadership transition as the company scales its operations.

Added Q1 2026 financial results high

Added in current filing · view on EDGAR → · paraphrased

$0.30 Net Loss per Share Net Loss of $189MM ... $7MM Cash Used in Operations $29MM Excluding Working Capital Changes $166MM Total G&A Expense Included $134MM of Non-Cash Share-based Compensation ... $421MM Debt, Net Repaid Macquarie Term Loan $1.43B Total PP&E, Net Invested $441MM of Cash into PP&E $243MM Cash and Restricted Cash $208MM of Available Cash and Cash Equivalents

Fermi reported a Q1 2026 net loss of $189 million, or $0.30 per share, with $7 million cash used in operations ($29 million excluding working capital changes). G&A expense totaled $166 million, including $134 million of non-cash share-based compensation. The company repaid $421 million of debt (Macquarie Term Loan), invested $441 million into property, plant and equipment (total PP&E net of $1.43 billion), and ended the quarter with $243 million in cash and restricted cash, including $208 million of available cash and cash equivalents.

Added Power generation capacity and timeline high

Added in current filing · view on EDGAR →

2026 • 86 MW Xcel tie-in (Q4) • 114 MW GE Vernova FR6B turbines (Q4) 2027 • 294 MW Siemens SGT-800 turbines (Q2) • 124 MW GE TM2500 turbines (Q3) • 114 MW additional Xcel tie-in (Q3) • 726 MW Siemens F-Class turbines (Q4) Capability to ramp up to 1.5 GW of cumulative power by end of 2027 with binding tenant agreements

The company disclosed a detailed power ramp schedule targeting 1.5 GW of cumulative power capacity by end of 2027, contingent on binding tenant agreements. The schedule includes 200 MW in 2026 (86 MW Xcel tie-in and 114 MW GE Vernova FR6B turbines in Q4) and an additional 1,258 MW in 2027 across multiple turbine platforms and an additional Xcel tie-in. The company has secured equipment financing commitments totaling nearly $1 billion from MUFG ($500 million for Siemens F-class turbines), Beal Bank ($165 million for Siemens SGT-800 turbines), Keystone ($120 million for electrical components), and Yorkville ($156 million promissory note for general corporate expenditures).

Added Site development progress and tenant momentum high

Added in current filing · view on EDGAR → · paraphrased

4.6 Miles of natural gas lines installed 11.3 Miles of fencing installed 7.2 Miles of water lines installed ~11.4 Million Sq. Feet (261 Acres) prepared ... Tenant Momentum Renewed urgency in commercial conversations Active engagement with potential tenants Expect to sign first binding tenant agreement soon

The company reported significant 180-day site development progress at Project Matador, including installation of 4.6 miles of natural gas lines, 11.3 miles of fencing, 7.2 miles of water lines, and preparation of approximately 11.4 million square feet (261 acres). Management stated it has renewed urgency in commercial conversations, is actively engaging with potential tenants, and expects to sign its first binding tenant agreement soon. The site spans over 7,500 acres with potential for over 15 million square feet of data center space.

Added Liquidity priorities and DOE financing medium

Added in current filing · view on EDGAR →

Liquidity and Compliance Secure adequate capital to fund liquidity needs Secure DOE Energy Dominance Financing approval Ensure REIT structure compliance

Management identified securing adequate capital to fund liquidity needs, obtaining DOE Energy Dominance Financing approval, and ensuring REIT structure compliance as key priorities. This disclosure highlights the company's focus on capital access and regulatory compliance as it scales operations and pursues its development timeline.

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